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                                                                 EXHIBIT 10.197

                                   DEMAND NOTE

$300,000.00                                                  New York, New York
                                                                   May 29, 2001

        FOR VALUE RECEIVED, the undersigned, Wilshire Technologies, Inc. a
California corporation (hereinafter referred to as "Borrower"), hereby
unconditionally PROMISES TO PAY to the order to TRILON DOMINION PARTNERS, LLC, a
Delaware limited liability company ("Lender"), at 245 Park Avenue, 28th Floor,
New York, NY 10167, or at such other place as the holder of this Demand Note may
designate from time to time in writing, in lawful money of the United States of
America and in immediately available funds, the principal amount of Three
Hundred Thousand and 00/100, DOLLARS ($300,000.00), together with interest on
the unpaid principal amount of this Demand Note outstanding from time to time
from the date hereof, at a rate per annum equal to the Prime rate of interest
plus 3.0%, or the highest rate permitted by law, whichever shall be less.

        The principal amount of the indebtedness evidenced hereby shall be
payable on demand. Interest thereon shall be paid when principal is paid from
the date hereof until such principal amount is paid in full at such interest
rate as specified above. Following failure to pay on demand, Borrower agrees to
pay interest on any overdue payment of principal at a rate per annum equal to
the stated interest rate plus 5%, or the highest rate permitted by law,
whichever shall be less. All interest calculations shall be computed on the
basis of a 360 day year.

        Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by Borrower.

        Borrower shall have no right to make any off-set against or deduct from
any payment due under this Demand Note.

        Principal and interest may be prepaid at any time without penalty.

        This Demand Note may not be changed orally, but only by an agreement in
writing and signed by the party against whom enforcement of such change is
sought.

        All covenants of Borrower in this Demand Note and all rights of the
holder under this Demand Note shall bind Borrower and its successors and
assigns, and all such covenants and rights shall inure to the benefit of the
holder of this Demand Note and its successors and assigns.

        This Demand Note has been delivered and accepted at New York, New York
and shall be interpreted, governed by, and construed in accordance with, the
laws of the State of New York.

                                                  Wilshire Technologies, Inc.



                                                  By: /s/ KATHLEEN E. TERRY
                                                  ------------------------------
                                                  Name:  Kathleen E. Terry
                                                  Title: Chief Financial Officer